MTNB · Matinas BioPharma Holdings, Inc.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. A.K.S. Family Partners LP received a portion of such distribution. As such Sanitam no longer beneficially owns any securities of the Registrant.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

On July 10, 2026, the Registrant issued warrants to purchase 374,330 shares of Common Stock (the "Solicitation Agent Warrants") to ThinkEquity LLC in connection with a Solicitation Agreement, dated June 25, 2026. The Solicitation Agent Warrants have terms substantially similar to the New Warrants, including with respect to exercise price, expiration and term. ThinkEquity LLC distributed 141,462 Solicitation Agent Warrants to Mr. Stern.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. A.K.S. Family Partners LP received a portion of such distribution. As such Sanitam no longer beneficially owns any securities of the Registrant.

On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. As such Sanitam no longer beneficially owns any securities of the Registrant.

The Series C Convertible Preferred Stock of the Registrant is perpetual and has no expiration date.

On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. As such Sanitam no longer beneficially owns any securities of the Registrant.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

The Series C Convertible Preferred Stock of the Registrant is perpetual and has no expiration date.

On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.

The option award was made subject to the approval of, and in accordance with the terms of, the Issuer's 2025 Equity Incentive Plan (the "2025 Plan"), which will be voted on at the Issuer's 2025 annual meeting of stockholders to be held on June 23, 2025. 100% of the options vest, subject to stockholder approval of the 2025 Plan, on April 30, 2026.

The option award was made subject to the approval of, and in accordance with the terms of, the Issuer's 2025 Equity Incentive Plan (the "2025 Plan"), which will be voted on at the Issuer's 2025 annual meeting of stockholders to be held on June 23, 2025. 100% of the options vest, subject to stockholder approval of the 2025 Plan, on April 30, 2026.

The option award was made subject to the approval of, and in accordance with the terms of, the Issuer's 2025 Equity Incentive Plan (the "2025 Plan"), which will be voted on at the Issuer's 2025 annual meeting of stockholders to be held on June 23, 2025. 100% of the options vest, subject to stockholder approval of the 2025 Plan, on April 30, 2026.

The option award was made subject to the approval of, and in accordance with the terms of, the Issuer's 2025 Equity Incentive Plan (the "2025 Plan"), which will be voted on at the Issuer's 2025 annual meeting of stockholders to be held on June 23, 2025. The options vest, subject to stockholder approval of the 2025 Plan, as to 25% of the shares on April 30, 2026 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing April 30, 2026.

The option award was made subject to the approval of, and in accordance with the terms of, the Issuer's 2025 Equity Incentive Plan (the "2025 Plan"), which will be voted on at the Issuer's 2025 annual meeting of stockholders to be held on June 23, 2025. 100% of the options vest, subject to stockholder approval of the 2025 Plan, on April 30, 2026.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 15, 2024 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2024.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 1, 2023. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 20, 2023 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2023.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 12 months commencing on November 14, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2013 Plan.

On December 31, 2021, the Reporting Person was issued 7,859 shares of common stock, par value $0.0001 per share, pursuant to the Issuer's Amended and Restated 2013 Equity Compensation Plan. Such shares vest immediately upon grant.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 14, 2022 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2022.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 14, 2022 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2022.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 14, 2022 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2022.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 14, 2022 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2022.

The option award was made in accordance with the terms of the Issuer's Amended and Restated 2013 Equity Incentive Plan. The option vests as to 25% of the shares on December 14, 2022 with the remaining shares to vest in equal monthly installments on the last day of each month over a period of 36 months commencing December 31, 2022.